The Offer expires at 15:00 hours, Amsterdam time, on 5 February 2008, unless extended OFFER MEMORANDUM Dated 7 January 2008 RECOMMENDED CASH OFFER by SABMILLER plc (a public company with limited liability incorporated under the laws of England and Wales) and SABMiller Netherlands B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands) FOR ALL THE ISSUED AND OUTSTANDING (DEPOSITARY RECEIPTS FOR) ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 1.00 EACH IN THE CAPITAL OF KONINKLIJKE GROLSCH N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands) This offer memorandum (the Offer Memorandum ) contains the details of the recommended cash offer by SABMiller plc ( SABMiller ) and SABMiller Netherlands B.V. (the Offeror ) to all holders of the issued and outstanding (depositary receipts for) ordinary shares in the capital of Koninklijke Grolsch N.V. ( Grolsch or the Company ) (the issued and outstanding (depositary receipts for) ordinary shares consisting of (i) the Listed Depositary Receipts, (ii) Trust Depositary Receipts and (iii) Remaining Shares (all as defined hereafter) collectively being referred to as Shares and holders of such Shares being referred to as Shareholders ) to purchase for cash the Shares held by them, on the terms and subject to the conditions and restrictions
contained in this Offer Memorandum (the Offer ). Capitalised terms used in this Offer Memorandum have the meaning as set out in Section 3 (Definitions) or elsewhere in this Offer Memorandum. Pursuant to Article 1:1 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the Wft ) each of SABMiller and the Offeror are qualified as an offeror in respect of this Offer. SABMiller is jointly and severally liable for the obligations and confirms the statements of the Offeror under the Offer. Opinions and intentions attributed in the Offer Memorandum to the Offeror are also opinions and intentions of SABMiller. Shareholders tendering their Shares under the Offer will be paid, on the terms and subject to the conditions and restrictions contained in this Offer Memorandum, in consideration of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) a cash amount of EUR 48.25 (the Offer Price ). See Section 5 (Invitation to the Shareholders). The supervisory board of Grolsch (the Supervisory Board ) and the management board of Grolsch (the Management Board ) unanimously support and recommend the Offer to the Shareholders for acceptance. See the Position Statement (as defined below) Section 1 (Recommendation by the Boards). The NBC Trust (on its own behalf and on behalf of certain holders of Trust Depositary Receipts) has executed an irrevocable undertaking (the Irrevocable Undertaking ) pursuant to which such holders irrevocably agree, subject to the terms and conditions of the Irrevocable Undertaking, to (i) convert the Trust Depositary Receipts held by them to Listed Depositary Receipts and (ii) accept the Offer in respect of all their Shares in the Acceptance Period (as defined below) and pursuant to which the NBC Trust irrevocably agrees to cooperate with such conversion and acceptance. See Section 6 (Explanation and background of the Offer) and Section 7 (Information regarding Grolsch). The acceptance period under the Offer begins at 9:00 hours, Amsterdam time, on 8 January 2008 and ends at 15:00 hours, Amsterdam time, on 5 February 2008 (the Acceptance Closing Date ), unless extended in accordance with the terms of the Offer Memorandum and Article 15 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the Decree ) (the Acceptance Period ). Acceptance under the Offer must be made in the manner specified in this Offer Memorandum. Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during an extension of the Acceptance Period in accordance with the provisions of Article 15, paragraph 3 of the Decree. The Offeror reserves the right to extend the Acceptance Period once, for a period of at least two weeks and for a maximum of four weeks. If the Acceptance Period is extended, the Offeror will make an announcement to that effect no later than on the third Business Day following the Acceptance Closing Date in accordance with the provisions of Article 15, paragraph 2 of the Decree. See Section 5 (Invitation to the Shareholders). No later than on the third Business Day following the Acceptance Closing Date, the Offeror will announce whether the Offer is declared unconditional (gestand wordt gedaan) (the Unconditional Date ). The Offeror reserves the right to waive any of the Offer Conditions (as set out in Section 6.2 (Offer Conditions). See also Section 5.6 (Declaring the Offer unconditional (gestanddoening)). Announcements declaring whether the Offer is declared unconditional (gestand wordt gedaan) and announcements in relation to an extension of the Acceptance Period will be issued by press release and will be published in at least Het Financieele Dagblad and NRC Handelsblad or any other newspaper nationally circulated in the Netherlands and the Daily Official List (Officiële Prijscourant), as appropriate. See Section 5.12 (Announcements). In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders tendering their Shares for acceptance pursuant to the Offer will receive no later than on the fifth Business Day following the Unconditional Date (the Settlement Date ) the Offer Price, in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer. See Section 5 (Invitation to the Shareholders). At 14:00 hours, Amsterdam time, on 28 January 2008, an extraordinary general meeting of shareholders of Grolsch will be convened at Brouwerslaan 1, Enschede, the Netherlands, at which meeting the Offer, among other matters, will be discussed in accordance with the provisions of Article 18, paragraph 1 of the Decree (the Extraordinary General Meeting of Shareholders ). See the Position Statement Section 7 (Extraordinary General Meeting of Shareholders). This Offer Memorandum has been prepared in accordance with Article 5:76 of the Wft in conjunction with Article 8, paragraph 1 of the Decree and has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM ). The position statement by the Management Board and Supervisory Board in accordance with Article 18 of the Decree (the Position Statement ) is included at the back of this binder, but does not form part of this Offer Memorandum. The Position Statement does not constitute part of the Offer Memorandum as defined by the Decree and the AFM has no authority in respect of the Position Statement. Consequently the Position Statement has not been subject to the approval of the AFM and such approval does not extend to the Position Statement. 2
1. RESTRICTIONS AND IMPORTANT INFORMATION 1.1 Restrictions The Offer is being made with due observance of such statements, conditions and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been effected in such manner as set out in this Offer Memorandum. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer Memorandum. However, acceptances of the Offer by Shareholders not residing in the Netherlands will be accepted by the Offeror if such acceptances comply with (i) the acceptance procedure set out in this Offer Memorandum and (ii) the applicable laws and regulations of the jurisdiction from which such acceptance has been made. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Offeror, nor SABMiller, nor Grolsch, nor any of their respective affiliates, directors, employees, nor their respective advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intend to forward this Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read this Section 1 (Restrictions and important information) before taking any action. The distribution of this Offer Memorandum in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession this Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction. 1.1.1 U.S., Canada, Australia and Japan The Offer is not being made, directly or indirectly, in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of the U.S., Canada, Australia or Japan, and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the U.S., Canada, Australia or Japan. Accordingly, this Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into the U.S., Canada, Australia or Japan or in their capacities as such custodians, trustees, or nominees holding shares for U.S., Canadian, Australian and Japanese persons and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions and doing so will render invalid any relevant purported acceptance of the Offer. This Offer Memorandum has not been submitted to or reviewed by the U.S. Securities and Exchange Commission ( SEC ) or any state securities commission in the U.S. and neither the SEC nor any such state securities commission has approved or disapproved or determined whether this Offer Memorandum is truthful or complete. Any representation to the contrary is a criminal offence in the U.S. 1.2 Important information This Offer Memorandum contains important information that should be read carefully before any decision is made to tender Shares in connection with the Offer. The Shareholders are advised to seek independent advice where necessary. In addition, the Shareholders may wish to consult with their tax advisers regarding the tax consequences of tendering their Shares in connection with the Offer. The information included in Sections 1, 2, 4.1, 4.2, 4.3, 4.6, 4.7, 4.8.1-4.8.4, 4.10, 5, 6.3, 6.5, 6.7 (excluding 6.7.5), 6.10, 8, 10, 13.2, 13.3, 13.4, 13.7, 13.8, 13.9, 13.10.1-13.10.4 and 13.12 of this Offer Memorandum has been provided solely by the Offeror. The information included in Sections 4.4, 6.4, 6.8, 7, 13.5 and 14 (excluding 14.12 and 14.13) of this Offer Memorandum has been provided solely by Grolsch. The information included in Sections 3, 4.5, 4.8.5, 4.9, 6.1, 6.2, 6.6, 6.7.5, 6.9, 6.11, 9, 11, 12, 13.1, 13.6, 13.10.5 and 13.11 of this Offer Memorandum has been provided jointly by the Offeror and 3
Grolsch. Section 13 (Nederlandse samenvatting van het Bod) is a translated summary in the Dutch language of information provided by the Offeror and/or Grolsch in the English language. The information included in Sections 14.12 and 14.13 has been provided by PricewaterhouseCoopers Accountants N.V. ( PWC ) and is identical to the original review report and auditor s report as of the respective dates issued by PWC. The Offeror and Grolsch are exclusively responsible for the accuracy and completeness of the information provided in this Offer Memorandum, each with respect to such information as it has provided, individually and together with respect to the information they have provided jointly. Each of the Offeror and Grolsch confirms, that, to the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this Offer Memorandum is in accordance with the facts and contains no omission likely to affect its import. Please be aware that certain financial and statistical information in this Offer Memorandum may have been rounded up or down to the nearest whole number or the nearest decimal and should therefore not be regarded as exact. The information included in this Offer Memorandum reflects the situation as at the date of this Offer Memorandum unless specified otherwise. Neither the issue nor the distribution of this Offer Memorandum shall under any circumstances imply that the information contained herein is accurate and complete as of any time subsequent to this date or that there has been no change in the information set out in this Offer Memorandum or in the affairs of the Grolsch Group since the date of this Offer Memorandum. The foregoing does not affect the obligation of both the Offeror and Grolsch, each insofar as it concerns them, to make a public announcement pursuant to Article 4, paragraph 1 and paragraph 3 of the Decree, if applicable. The Position Statement does not constitute part of the Offer Memorandum as defined by the Decree and the AFM has no authority in respect of the Position Statement. Consequently the Position Statement has not been subject to the approval of the AFM and such approval does not extend to the Position Statement. No person, other than the Offeror, SABMiller and Grolsch and without prejudice to the auditors reports issued by PWC included in this Offer Memorandum, is authorised in connection with the Offer to provide any information or to make any statements on behalf of the Offeror, SABMiller or Grolsch in connection with the Offer or any information contained in this Offer Memorandum. If any such information or statement is provided or made by parties other than the Offeror, SABMiller or Grolsch, such information or statements should not be relied upon as having been provided by or made by or on behalf of the Offeror, SABMiller or Grolsch. Any information or representation not contained in this Offer Memorandum must not be relied upon as having been provided by or made by or on behalf of the Offeror, SABMiller or Grolsch. This Offer Memorandum and the Offer are, and any tender, purchase, acceptance or delivery (levering) of Shares will be, governed by and construed in accordance with the laws of the Netherlands. The District Court of Amsterdam (rechtbank Amsterdam) and its appellate courts are to have exclusive jurisdiction to settle any disputes which might arise out of or in connection with this Offer Memorandum, the Offer and/or any tender, purchase, acceptance or delivery (levering) of Shares. Accordingly, any legal action or proceedings arising out of or in connection with the Offer Memorandum, the Offer and/or any tender, purchase, acceptance or delivery (levering) of Shares must be brought exclusively before such courts. The Offer Memorandum is only available in the English language and a brief Dutch language summary of this Offer Memorandum is included as Section 13. In the event of any differences, whether or not in interpretation, between the English text of the Offer Memorandum and the Dutch summary thereof in this Offer Memorandum, the English text of the Offer Memorandum shall prevail. Forward-looking statements This Offer Memorandum includes forward-looking statements including statements about the expected timing and completion of the Offer. Forward-looking statements involve known or unknown risk and uncertainty because these statements relate to events and depend on circumstances that all 4
occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. Although each of the Offeror, SABMiller and Grolsch, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions and to the best of their knowledge and beliefs as of the date hereof are true and accurate in all material respects, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. Any such forward-looking statements must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror, SABMiller and/or Grolsch does business, to competitive developments or risks inherent to the Offeror s, or SABMiller s, or Grolsch s business plans and to uncertainties, risk and volatility in financial markets and other factors affecting the Offeror, SABMiller and/or Grolsch. The Offeror, SABMiller and Grolsch undertake no obligation to publicly update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority. Financial advisers ABN AMRO, which is authorised and regulated in the Netherlands by the Dutch Central Bank, is acting as financial adviser exclusively to the Offeror and SABMiller and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Memorandum) as a client in relation to the Offer and will not be responsible to anyone other than the Offeror and SABMiller for providing the protections afforded to the clients of ABN AMRO or for providing advice in relation to the Offer. ABN AMRO has given and has not withdrawn its written consent to the issue of this Offer Memorandum with the references to its name in the form and context in which they appear. Fortis, which is authorised and registered in the Netherlands by the Dutch Central Bank, is acting as financial adviser exclusively to Grolsch and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Memorandum) as a client in relation to the Offer and will not be responsible to anyone other than Grolsch for providing the protections afforded to the clients of Fortis or for providing advice in relation to the Offer. Fortis has given and has not withdrawn its written consent to the references to its name in the form and context in which they appear in this Offer Memorandum. 5
2. TABLE OF CONTENTS 1. RESTRICTIONS AND IMPORTANT INFORMATION... 3 2. TABLE OF CONTENTS... 6 3. DEFINITIONS... 7 4. SUMMARY... 12 5. INVITATION TO THE SHAREHOLDERS... 20 6. EXPLANATION AND BACKGROUND OF THE OFFER... 25 7. INFORMATION REGARDING GROLSCH... 35 8. INFORMATION REGARDING THE OFFEROR... 42 9. FURTHER DECLARATIONS PURSUANT TO THE DECREE... 46 10. TAX ASPECTS OF THE OFFER... 48 11. OTHERINFORMATION... 52 12. PRESS RELEASES... 53 13. NEDERLANDSE SAMENVATTING VAN HET BOD... 59 14. FINANCIAL STATEMENTS... 75 15. ADVISERS AND EXCHANGE AGENT... 104 6
3. DEFINITIONS Any reference in this Offer Memorandum to defined terms in plural form shall constitute a reference to such defined terms in singular form, and vice versa. All grammatical and other changes required by the use of a definition in singular form shall be deemed to have been made herein and the provisions hereof shall be applied as if such changes have been made. The following definitions apply throughout this Offer Memorandum, except for capitalised terms in Sections 12, 13 and 14 of this Offer Memorandum. ABNAMRO... ABNAMROBankN.V.,a public company withlimitedliability (naamloze vennootschap), incorporated under the laws of the Netherlands, with its registered office in Amsterdam, the Netherlands Acceptance Closing Date... the time and date on which the Offer expires, being at 15:00 hours, Amsterdam time, on 5 February 2008, unless extended in accordance with Article 15, paragraph 2 of the Decree and the provisions of this Offer Memorandum Acceptance Period... the period during which the Shareholders can tender their Shares to the Offeror, which begins at 9:00 hours, Amsterdam time on 8 January 2008 and ends on the Acceptance Closing Date Admitted Institutions... those institutions admitted to Euronext Amsterdam AFM... Boards... BusinessDay... Committed Shares... Company... Competing Offer... Daily Official List... thenetherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) the Management Board and Supervisory Board collectively aworkingday thesharescommitted by certain Shareholders on whose behalf the NBC Trust has executed the Irrevocable Undertaking as set out in Section 6.3 (Committed Shares) Koninklijke Grolsch N.V., a public company with limited liability (naamloze vennootschap), incorporated under the laws of the Netherlands, with its registered office in Enschede, the Netherlands a written proposal to Grolsch by a bona fide third party to make a (public) offer for all Listed Depositary Receipts, Trust Depositary Receipts and Remaining Shares or for substantially all of Grolsch' business, a merger of Grolsch with a party or another proposal made by a bona fide third party to Grolsch that would involve a change of control of Grolsch, which in the reasonable opinion of the Boards is a more beneficial offer than the Offer as set out in this Offer Memorandum 1 the Daily Official List (Officiële Prijscourant) of Euronext Amsterdam 1 For the sake of clarity it is noted that contrary to what has been agreed in the Irrevocable Undertaking the threshold of 7.5% does not apply. However, SABMiller will have the opportunity to match a Competing Offer and in case such Competing Offer is so matched, the Boards may be required to SABMiller to reconfirm their recommendation. See also Section 6.11 (Certain arrangements between Grolsch and the Offeror). 7
DataRoom... Decree... EBITA... the physical and virtual data room as prepared by Grolsch containing information on Grolsch made available to SABMiller to evaluate the Offer thedecree on Public Takeover Bids (Besluit openbare biedingen Wft) earnings before the deduction of interest, tax and amortization expenses EUR... euro,the legal currency of the European Monetary Union Euronext Amsterdam... Exchange Agent... Excom... Extraordinary General Meeting of Shareholders... Euronext Amsterdam by NYSE Euronext ABN AMRO Bank N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its registered office in Amsterdam, the Netherlands has the meaning attributed to it in Section 8.3 (The board of SABMiller) the extraordinary general meeting of Shareholders of the Company to be convened at 14:00 hours, Amsterdam time, on 28 January, 2008 at Brouwerslaan 1, Enschede, the Netherlands at which meeting the Offer, among other matters, (see Position Statement Section 7) will be discussed, in accordance with the provisions of Article 18, paragraph 1 of the Decree Financial Year 2004... the financial year of Grolsch ended on 31 December 2004 Financial Year 2005... the financial year of Grolsch ended on 31 December 2005 Financial Year 2006... the financial year of Grolsch ended on 31 December 2006 Fortis... Grolsch... Grolsch Articles of Association... Grolsch Group... Grolsch Option Agreement.... Fortis Bank (Nederland) N.V., a public company with limited liability (naamloze vennootschap), incorporated under the laws of the Netherlands, with its registered office in Rotterdam, the Netherlands Koninklijke Grolsch N.V., a public company with limited liability (naamloze vennootschap), incorporated under the laws of the Netherlands, with its registered office in Enschede, the Netherlands the articles of association (statuten) of Grolsch, as amended on 27 April 2005 Grolsch, including its group companies, as defined in Article 2:24b of the Dutch Civil Code the option agreement pursuant to which the Protection Trust has the right to call a number of cumulative preferred shares in the capital of Grolsch up to a maximum of 50% of the outstanding Ordinary Share capital of the Company in the event of a (threatened) hostile takeover 8
Independent Supervisory Board Member... has the meaning attributed to it in Section 6.7.2 (Post-closing reorganisation of and future legal structure of Grolsch) Irrevocable Undertaking... the irrevocable undertaking between SABMiller and NBC Trust (on its own behalf and on behalf of certain Shareholders) dated 19 November 2007 Listed Depositary Receipts... Management Board... Merger Protocol... Merger Rules... the depositary receipts issued by the Share Trust Office for Ordinary Shares, which depositary receipts are listed on Euronext Amsterdam. For the avoidance of doubt, Listed Depositary Receipts include any converted Trust Depositary Receipts; see also Sections 4.8.1, 5.2.3, 6.7.1 and 7.8 the management board (raad van bestuur) of Grolsch the merger protocol between Grolsch and SABMiller dated 19 November 2007 all applicable laws and regulations, including without limitation, the applicable provisions of the Wft, the Decree, and rules and regulations promulgated pursuant to the Wft and the Decree, the SER Merger Code, the Works Council Act, the rules and regulations of Euronext Amsterdam, the Dutch Civil Code and Regulation 139/2004 of the Counsel of the European Communities NBC Trust... Stichting Administratiekantoor NBC, a trust (stichting) established under the laws of the Netherlands, having its registered office in Enschede, the Netherlands Offer... Offer Conditions... theofferfortheshares, asdescribed in this Offer Memorandum the conditions to declaring the Offer unconditional (gestand doen) as set out in Section 6.2 (Offer Conditions) Offer Memorandum... this offer memorandum relating to the Offer Offeror... Offer Price... Ordinary Shares... SABMiller Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, with its registered office in Rotterdam, the Netherlands. SABMiller Netherlands B.V. is an indirectly wholly owned subsidiary of SABMiller, as set out in Section 8 (Information regarding the Offeror) of this Offer Memorandum acash amount of EUR 48.25 (which includes any dividend or other distribution on the Shares that may be declared prior to the Settlement Date and, consequently, the Offer Price will be decreased by the amount of such declaration of dividend or other distribution, if any, prior to the Settlement Date) for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer 16,921,507 ordinary shares issued by Grolsch 9
Position Statement... PWC... Protection Trust... the position statement by the Boards in accordance with Article 18 of the Decree as included at the back of this binder, but which does not form part of this Offer Memorandum PricewaterhouseCoopers Accountants N.V., a public company with limited liability (naamloze vennootschap), incorporated under the laws of the Netherlands, with its registered office in Amsterdam, the Netherlands Stichting Preferente Aandelen Grolsch, a trust (stichting) established under the laws of the Netherlands, having its registered office in Enschede, the Netherlands Remaining Shares... 25,431 Ordinary Shares, which are registered in the name of a limited number of persons, but not in the name of the Share Trust Office or the NBC Trust. Please also see Section 7.8 (Capital and Shares) Resolutions... SABMiller... SABMiller Group... SEC... the resolutions to be adopted by the Extraordinary General Meeting of Shareholders as set out in the Position Statement Section 7 (Extraordinary General Meeting of Shareholders) SABMiller plc, a public company with limited liability, incorporated under the laws of England and Wales, with its registered office in Woking, England SABMiller and all its subsidiaries as defined in Article 736 of the Companies Act 1985 the U.S. Securities and Exchange Commission SER Merger Code.... SER Merger Code 2000 (SER-Besluit Fusiegedragsregels 2000) Settlement Date... Share(s)... Shareholder(s)... Share Trust Office... Social Economic Council... the date on which, in accordance with the terms and subject to the conditions and restrictions of the Offer, the Offeror shall pay the Offer Price to the Shareholders for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the Offer, being no later than five Business Days following the Unconditional Date the (i) Listed Depositary Receipts, (ii) Trust Depositary Receipts and (iii) Remaining Shares collectively, a Share being a single (i) Listed Depositary Receipt, (ii) Trust Depositary Receipt or (iii) Remaining Share, as the case may be the holder(s) of one or more Share(s) Stichting Administratiekantoor van Aandelen Koninklijke Grolsch, a trust (stichting) established under the laws of the Netherlands, having its registered office in Enschede, the Netherlands the Dutch Social-Economic Council (Sociaal-Economische Raad) Squeeze-Out... hasthemeaningattributedtoitinsection6.7.2 (Post-closing reorganisation and future legal structure of Grolsch) Superior Offer... Supervisory Board... has the meaning attributed to it in Section 6.3 (Committed Shares) the supervisory board (raad van commissarissen) of Grolsch 10
Tendered Shares... Tendered, Owned and Committed Shares... Trust Depositary Receipts... Unconditional Date... U.S... USD... Wft... Works Councils Act... the Listed Depositary Receipts, including the Listed Depositary Receipts issued to the holders of the Trust Depositary Receipts on the conversion of such Trust Depositary Receipts and Remaining Shares tendered under the Offer on the Acceptance Closing Date the number of (i) Tendered Shares, (ii) Listed Depositary Receipts, Trust Depositary Receipts and Remaining Shares directly or indirectly held by SABMiller or committed to SABMiller subject only to the Offer being declared unconditional, and (iii) the Listed Depositary Receipts, Trust Depositary Receipts and Remaining Shares held by Grolsch for its own account. the depositary receipts issued by NBC Trust for a number of Ordinary Shares which depositary receipts are not traded on Euronext Amsterdam the date on which the Offeror publicly announces whether the Offer is declared unconditional (gestand wordt gedaan), being no later than on the third Business Day following the Acceptance Closing Date, in accordance with Article 16, paragraph 1 of the Decree the United States of America U.S. Dollar, the official currency of the U.S. the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) the Works Councils Act (Wet op de ondernemingsraden) 11
4. SUMMARY This summary is qualified in its entirety by, and should be read in conjunction with the more detailed information appearing elsewhere in this Offer Memorandum. Shareholders are advised to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a balanced judgment in respect of the contents of the Offer Memorandum and the Offer itself. Unless the context requires otherwise, capitalised terms used in this Offer Memorandum shall have the meanings set out in Section 3 (Definitions). The information included in Sections 1, 2, 4.1, 4.2, 4.3, 4.6, 4.7, 4.8.1-4.8.4, 4.10, 5, 6.3, 6.5, 6.7 (excluding 6.7.5), 6.10, 8, 10, 13.2, 13.3, 13.4, 13.7, 13.8, 13.9, 13.10.1-13.10.4 and 13.12 of this Offer Memorandum has been provided solely by the Offeror. The information included in Sections 4.4, 6.4, 6.8, 7, 13.5 and 14 (excluding 14.12 and 14.13) of this Offer Memorandum has been provided solely by Grolsch. The information included in Sections 3, 4.5, 4.8.5, 4.9, 6.1, 6.2, 6.6, 6.7.5, 6.9, 6.11, 9, 11, 12, 13.1, 13.6, 13.10.5 and 13.11 of this Offer Memorandum has been provided jointly by the Offeror and Grolsch. Section 13 (Nederlandse samenvatting van het Bod) is a translated summary in the Dutch language of information provided by the Offeror and/or Grolsch in the English language. The information included in Sections 14.12 and 14.13 has been provided by PWC and is identical to the original review report and auditor s report as of the respective dates issued by PWC. The Position Statement does not constitute part of the Offer Memorandum as defined by the Decree and the AFM has no authority in respect of the Position Statement. Consequently the Position Statement has not been subject to the approval of the AFM and such approval does not extend to the Position Statement. 4.1 The Offer The Offeror is making the Offer to purchase from Shareholders all Shares on the terms and subject to the conditions and restrictions contained in this Offer Memorandum. Shareholders tendering their Shares under the Offer will be paid in cash the Offer Price of EUR 48.25 (which includes any dividend or other distribution on the Shares that may be declared prior to the Settlement Date and, consequently, the Offer Price will be decreased to reflect such declaration of dividend or other distribution, if any, prior to the Settlement Date) in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), subject to the Offer being declared unconditional. The Offer Price of EUR 48.25 per Share represents a premium of: 79.4% based on the closing price as at 16 November 2007 (EUR 26.90), the last trading day before the public announcement that conditional agreement had been reached between SABMiller and Grolsch on the Offer for Grolsch by SABMiller; 84.3% based on the average closing price over the one-month period ending 16 November 2007 (EUR 26.17); 64.2% based on the average closing price over the six-month period ending 16 November 2007 (EUR 29.38); and 59.0% based on the average closing price over the twelve-month period ending 16 November 2007 (EUR 30.34). See also Section 5.1 (Offer Price), Section 6.5 (Substantiation of the Offer Price) and Section 7.10 (Share price of Grolsch). 4.2 Rationale for the Offer Grolsch s provenance, unique taste profile and existing premium positioning will play a highly complementary role in SABMiller s international brand portfolio and better position SABMiller to grow market share in the fastest growing segment of the global beer market. The SABMiller Group has the scale and reach to grow the Grolsch brand internationally via its operations which span more than 60 12
countries, across six continents. SABMiller s global footprint provides opportunities to take the Grolsch brand into new geographies, particularly in developing markets where, historically, quality Northern European brands have often established the premium segment. SABMiller sees significant potential across Africa and Latin America, where the premium segment is still in its infancy, and in the more developed markets of Central and Eastern Europe. South Africa represents a key opportunity and with the addition of Grolsch, SABMiller will have a particularly strong portfolio of highly differentiated premium brands in that market. No change to the existing distribution agreements for the brand in the U.S., the United Kingdom, Canada, Australia and certain smaller markets is anticipated at this time. In 2004 Grolsch opened an approximately 3.8 million hectolitre state-of-the-art brewery. This brewery has sufficient capacity to accommodate significant international growth of the Grolsch brand while also providing an opportunity for SABMiller to brew its own international brands for sale in the Netherlands and for export to key markets. Grolsch has a proven track record of innovation and operating excellence and this is expected to provide reciprocal opportunities for the sharing of best operating practice between the two companies. By leveraging these opportunities and enhancing the prospects for Grolsch both in its home market, across Europe and around the world, the combination of Grolsch with SABMiller is expected to benefit all of Grolsch s stakeholders. See also Section 6.5 (Substantiation of the Offer Price), Section 6.6 (Rationale for the Offer and strategy) and Section 6.9 (Employee statement). 4.3 Financing of the Offer With reference to Article 7 paragraph 4 of the Decree, SABMiller has announced that it will finance the Offer through financial resources available to the SABMiller Group, which include cash, committed facilities and its commercial paper programme. In its most recent annual report for the year ended March 31, 2007, SABMiller had total shareholders equity of USD 14,406 million, cash and cash equivalent investments of USD 481 million and USD 3,426 million in undrawn committed borrowing facilities. At 30 September 2007, the date of its interim results, SABMiller had total shareholders equity of USD 15,580 million and cash and cash equivalent investments of USD 269 million. SABMiller s annual report and interim results report are available on its website, www.sabmiller.com. 4.4 Overview of Shares held by members of the Supervisory Board and Management Board At the date of this Offer Memorandum, no member of the Supervisory Board holds, directly or indirectly, any Shares, other than Mr. Marc de Groen, who holds, directly or indirectly on a look through basis, 387,779 Shares, which represent an interest of 2.29% in the capital of Grolsch. This interest is constituted as follows: 15,065 Listed Depositary Receipts, 77,245 Trust Depositary Receipts and 20% of the shares in the capital of a Dutch limited liability company (besloten vennootschap met beperkte aansprakelijkheid) which company holds 1,401,597 Trust Depositary Receipts and 75,754 Listed Depositary Receipts. Mr. Marc de Groen, one of the holders of Trust Depositary Receipts, has granted a power of attorney to the NBC Trust to enter into the Irrevocable Undertaking on his behalf in respect of the Listed Depositary Receipts and the Trust Depositary Receipts held by him. At the date of this Offer Memorandum no member of the Management Board holds, directly or indirectly, any Shares. 4.5 Committed and Owned Shares The NBC Trust (on its own behalf and on behalf of certain holders of Trust Depositary Receipts) has executed the Irrevocable Undertaking pursuant to which such holders irrevocably agree, subject to the terms and conditions of the Irrevocable Undertaking, to (i) convert the Trust Depositary Receipts held by them to Listed Depositary Receipts and (ii) accept the Offer in respect of all Shares held by them, in 13
the Acceptance Period and pursuant to which the NBC Trust irrevocably agrees to cooperate with such conversion and acceptance. The Irrevocable Undertaking contains certain customary undertakings and conditions including that the committed Shareholders will only tender their Shares to a third-party offeror, if and when such third-party offeror offers a price which is at least 7.5% above the Offer Price (a Superior Offer ). In the event of a Superior Offer, the Offeror may revise its Offer in order to match the Superior Offer. See Section 6.3 (Committed Shares). The Irrevocable Undertaking relates to (i) 5,754,331 Trust Depositary Receipts of the total number of 6,083,015 Trust Depositary Receipts issued by the NBC Trust and (ii) 548,655 Listed Depositary Receipts held by holders of Trust Depositary Receipts of the total number of 10,813,061 Listed Depositary Receipts issued by the Share Trust Office, resulting in an aggregate number of Committed Shares of 6,302,986 or approximately 37.2% of all issued Shares at the date of this Offer Memorandum. 4.6 Offer Conditions, Acceptance Period, Declaring the Offer unconditional, Extension and Settlement 4.6.1 Offer Conditions The Offer shall be declared unconditional (gestanddoening) if the Offer Conditions as set out in Section 6.5 (Offer Conditions) are fulfilled or, if relevant, waived by the party entitled to waive such conditions. 4.6.2 Acceptance Period The Acceptance Period begins at 9:00 hours, Amsterdam time on 8 January 2008 and ends on 5 February 2008 at 15:00 hours, Amsterdam time, unless extended in accordance with Article 15 of the Decree and the provisions of this Offer Memorandum. If one or more of the Offer Conditions set out in Section 6.2 (Offer Conditions) is not fulfilled or waived on the Acceptance Closing Date, the Offeror may extend the Acceptance Period once for a minimum of two weeks up to a maximum of four weeks. See also Section 5.7 (Extension). During an extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each Shareholder, in accordance with Article 15 the Decree, to withdraw the Shares already tendered. If all Offer Conditions are satisfied or, where appropriate, waived, the Offeror will accept all Shares that have been validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and not previously withdrawn on the terms of the Offer in accordance with the procedures set forth in Section 5.2 (Acceptance by Shareholders). 4.6.3 Declaring the Offer unconditional (gestanddoening) The Offer shall be subject to the fulfilment of the Offer Conditions, including, but not limited to, the condition that on the Acceptance Closing Date the number of Tendered, Owned and Committed Shares represents at least 75% of all issued Shares. The Offeror reserves the right to waive certain Offer Conditions. See Section 6.2 (Offer Conditions). No later than on the third Business Day following the Acceptance Closing Date, such date being the Unconditional Date, the Offeror will determine whether the Offer Conditions have been fulfilled or are to be waived. In addition, the Offeror will announce on the Unconditional Date, in accordance with Article 16, paragraph 1 of the Decree, whether (i) the Offer has been declared unconditional, (ii) the Offer will be extended in accordance with Article 15 of the Decree, or (iii) the Offer is terminated as a result of the Offer Conditions not having been fulfilled or waived by the Offeror. No later than on the third Business Day following the Unconditional Date, the Offeror may announce a post-acceptance period (na-aanmeldingstermijn) for the Offer for a maximum period of two weeks. During a post-acceptance period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions as set out in this Offer Memorandum all in accordance with Article 17 of the Decree. 14
4.6.4 Extension The Offeror may extend the Offer past the Acceptance Closing Date once, in which case all references in this Offer Memorandum to 15:00 hours, Amsterdam time, on 5 February 2008 will be changed, unless the context requires otherwise, to the date and time to which the Offer has been so extended. In the event that the number of Tendered, Owned and Committed Shares does not represent at least 75% of all issued Shares (geplaatst kapitaal) but more than 50%, the Offeror, subject to compliance with the Merger Rules, must extend the acceptance period of the Offer by a period of no more than four weeks. If the Offer is extended, so that the obligation pursuant to Article 16 of the Decree to announce whether the Offer has been declared unconditional is postponed, a public announcement to that effect shall be made no later than the third Business Day following the Acceptance Closing Date in accordance with the provisions of Article 15 of the Decree. During an extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each Shareholder, in accordance with Article 15 paragraph 3 of the Decree, to withdraw the Shares already tendered. 4.6.5 Settlement In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders having tendered their Shares for acceptance will receive no later than on the fifth Business Day following the Unconditional Date (the Settlement Date ), the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer. 4.7 The Offeror The Offeror is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, with its registered office in Rotterdam, the Netherlands and its business address is Schouwburgplein 30-34, 3012 CL, Rotterdam, the Netherlands. See Section 8 (Information regarding the Offeror). Pursuant to Article 1:1 of the Wft each of SABMiller and the Offeror is qualified as an offeror in respect of this Offer. SABMiller is jointly and severally liable for the obligations and confirms the statements of the Offeror under the Offer. Opinions and intentions attributed in the Offer Memorandum to the Offeror are also opinions and intentions of SABMiller. 4.8 Consequences of the Offer 4.8.1 Liquidity, delisting and conversion of Listed Depositary Receipts into Ordinary Shares The purchase of Listed Depositary Receipts (including Listed Depositary Receipts converted from Trust Depositary Receipts) by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Listed Depositary Receipts that might otherwise trade publicly and thus adversely affect the liquidity and market value of the Listed Depositary Receipts not tendered. Subject to the Offer being declared unconditional and in the event that the Offeror has acquired 95% of the Listed Depositary Receipts, the listing of the Listed Depositary Receipts on Euronext Amsterdam will be terminated as soon as practicable. This would further adversely affect the liquidity and market value of any Listed Depositary Receipts not tendered. Subsequent to settlement the Listed Depositary Receipts acquired by the Offeror will be converted into Ordinary Shares and the Offeror will thus have unrestricted voting rights on these Ordinary Shares. 4.8.2 Post-closing reorganisation of and future legal structure of Grolsch Following the settlement of the Offer, the Offeror intends to propose (where applicable) and implement (or cause to be implemented) the following reorganisation measures: (A) Squeeze-Out Certain structural steps may be needed for the Offeror to obtain ownership of 100% of the Shares and the Offeror reserves the right to use any legally permitted method to obtain ownership of 100% of the 15
Shares. In the event that upon the Settlement Date the Offeror holds 95% or more of the Shares (excluding Shares held by Grolsch or its subsidiaries), the Offeror s current intention is to acquire the remaining Shares not tendered (and not held by Grolsch or its subsidiaries) by means of a squeeze-out procedure (uitkoopprocedure) in accordance with Article 2:92a or 2:201a of the Dutch Civil Code ( Statutory Squeeze-Out ) or, the takeover buy-out procedure in accordance with Article 2:359c of the Dutch Civil Code ( Takeover Squeeze-Out and together with the Statutory Squeeze-Out, Squeeze- Out ). Despite the Offeror having acquired 95% or more of the Shares and thus being entitled to initiate a Squeeze-Out procedure as set out above, the Offeror may also, and instead of proceeding with a Squeeze-Out, by a simple majority vote (if less than 50% of the share capital is present or represented at such meeting, a 2/3 majority is required) of the general meeting of shareholders of Grolsch resolve that a legal merger (juridische fusie) between the Offeror and Grolsch will be entered into in accordance with Articles 2:309 and 2:334 of the Dutch Civil Code or take any of the other steps set out under Other possible measures in Section 6.7.2 (C). The legal consequences of a legal merger, including the possibility to pursue a Statutory Squeeze Out thereafter, are the same as set out below under legal merger in Section 6.7.2 (B). (B) Legal merger In the event that the Offeror has declared the Offer unconditional and has not acquired 95% or more of the Shares (excluding Shares held by Grolsch or its subsidiaries) following the Settlement Date, the Offeror, subject to approval of the Supervisory Board, may by simple majority vote (if less than 50% of the share capital is present or represented at such meeting, a 2/3 majority is required) of the general meeting of shareholders of Grolsch effect a legal merger (juridische fusie) between Grolsch and the Offeror, or another member of the SABMiller Group in accordance with Articles 2:309 and 2:334 of the Dutch Civil Code (which Articles refer to a triangular merger pursuant to which the shareholders of the disappearing company will become shareholders of a group company of the surviving company) with Grolsch being the disappearing entity and the Offeror, or a member of the SABMiller Group, being the surviving entity. In the event that the legal merger is effected, Shareholders who have not tendered their Shares under the Offer will become, by operation of law, shareholders in the surviving entity alongside the existing shareholders in the surviving entity or, in the event of a triangular merger, will become shareholders in such group company. If, after a legal merger is effected, the majority shareholder of the surviving entity holds 95% or more of the capital of the surviving entity, such majority shareholder may initiate a Statutory Squeeze-Out in relation to any shares in the surviving entity not held by such majority shareholder. (C) Other possible measures The Offeror reserves the right to use any other legally permitted method to obtain 100% of the Shares or otherwise obtain full ownership of the Grolsch business, including by way of a liquidation, a demerger as specified in Article 2:334a of the Dutch Civil Code, a sale of all or substantially all of the assets of Grolsch which may or may not be followed by a distribution of proceeds to the Shareholders or an international statutory triangular merger (internationale juridische driehoeksfusie), all in accordance with Dutch law, other applicable laws and the Grolsch Articles of Association at that time. Also, the Offeror and Grolsch reserve the right to have the Offeror contribute assets to Grolsch against the issuance of Shares, in which circumstances the pre-emptive rights (voorkeursrechten), if any, of other Shareholders would be excluded, all in accordance with Dutch law and the Grolsch Articles of Association at that time. Any distribution may take the form of a distribution out of the reserves, an interim dividend, a dividend or, in the event Grolsch is also liquidated, a liquidation distribution. (D) Amendment of the Grolsch Articles of Association and changes to corporate governance The Grolsch Articles of Association are proposed to be amended subject to the Offer being declared unconditional so that the current governance structure that provides for the members of the Management Board to be appointed and dismissed by the Supervisory Board (volledig structuurregime) will be amended so that the members of the Management Board will be appointed and dismissed by the general meeting of shareholders of Grolsch (gemitigeerd structuurregime). The Shareholders will be requested to vote for an amendment of the Grolsch Articles of Association as set out in the Position 16
Statement Section 7, which also provides for a removal of any limitation on the transfer of shares, so that any person, whether a natural person or a legal entity, is authorised to have any number of shares and the voting right(s) thereon. Best practice provision III.2.1 of the Dutch Corporate Governance Code recommends that all supervisory board members, with the exception of not more than one person, shall be independent as defined by such code. In the Extraordinary General Meeting of Shareholders the Shareholders will be asked to approve that subject to the Offer being declared unconditional Grolsch will no longer apply this provision and that up to three members of the Supervisory Board may be affiliated to SABMiller provided that the Supervisory Board shall have at least two independent members (the Independent Supervisory Board Members ). In the event of a legal merger or restructuring, the Independent Supervisory Board Members shall be requested to form their independent view of the relevant matter which shall be communicated to the minority shareholders in Grolsch and SABMiller has agreed to give this opinion full and careful consideration. 4.8.3 Dividend policy The Offeror may elect not to cause Grolsch to pay (cash) dividends to Shareholders in the future. 4.8.4 Organisational and social consequences For a minimum period of three years following the Settlement Date, SABMiller shall keep the business of the Grolsch Group materially intact and, in particular, it shall not sell or transfer any material assets or companies belonging to the Grolsch Group to any third party outside the SABMiller Group, save where SABMiller is required to do so pursuant to regulatory requirements or a change of control of SABMiller. Such change of control is currently not expected to occur. SABMiller has agreed that there shall not be a reduction of the number of employees of Grolsch as a direct consequence of the Offer. SABMiller has committed to guarantee the existing rights and benefits of the Grolsch employees and will seek to increase production levels at the Enschede brewery. SABMiller shall respect the health and financial strength of the Grolsch pension fund. SABMiller will devote significant focus, resources and investment, as well as its global distribution platform, to grow the Grolsch brand significantly and to maintain the innovation capabilities around the Grolsch brand at Enschede, the Netherlands. SABMiller envisages a global brand director responsible for the development and positioning of the Grolsch brand internationally, working closely with Grolsch. SABMiller hopes that the global brand director would be a Grolsch employee. The global brand director will be based in Enschede, the Netherlands. The direct export operations excluding markets where SABMiller has infrastructure will remain in Enschede, the Netherlands for at least twelve months after the Settlement Date. SABMiller will study, taking into account current existing resources available at Grolsch International B.V., how to integrate the direct export operations of the wider SABMiller Group to maximize the synergy potential of the enlarged international brand portfolio. After the Settlement Date, SABMiller shall analyse whether its direct export operations infrastructure and the direct export operations infrastructure of the Grolsch Group may be combined. Positive advice has been obtained from the works council of Grolsche Bierbrouwerij Nederland B.V. in accordance with the Works Councils Act. The Social Economic Council has been informed of the Offer in accordance with the SER Merger Code. 4.8.5 Future composition of the Supervisory Board and Management Board of Grolsch Supervisory Board Following settlement, as long as Listed Depositary Receipts are listed on Euronext, the Offeror shall procure that Grolsch shall save for the composition of the Supervisory Board fully comply with the Dutch Corporate Governance Code. 17
Subject to the relevant Resolution being adopted at the Extraordinary General Meeting of Shareholders, the current members of the Supervisory Board Messrs Wim de Bruin, Marc de Groen, and Ruud van Ommeren will resign as per the Settlement Date, subject to the Offer having been declared unconditional (gestand wordt gedaan). Mr. Rob Pieterse, the chairman of the Supervisory Board and Mr. Cees van Woudenberg, the member of the Supervisory Board who was nominated by the works council of Grolsch, will remain in office. Subject to the Offer having been declared unconditional and effective as per the Settlement Date, the new members of the Supervisory Board will be Messrs Alan Clark, Nigel Cox and Harm van der Lof. Messrs Alan Clark and Nigel Cox are designated by SABMiller and Mr. Harm van der Lof, who will be the successor of Mr. Marc de Groen, has the trust and support of the NBC Trust. The members of the Supervisory Board not designated by the Offeror, being Messrs Rob Pieterse, Harm van der Lof and Cees van Woudenberg, shall be Independent Supervisory Board Members. Members of the Supervisory Board who step down will receive their pro-rated standard pre-determined annual compensation for the year 2008 including any unpaid compensation (which includes remuneration for committee memberships) as set out in the table below. Other than their standard predetermined compensation, no other compensation as meant in paragraph 2.9 Annex A of the Decree will be paid to resigning members of the Supervisory Board. Supervisory Board member Compensation Wim de Bruin... EUR 27,500 Marc de Groen... EUR 27,500 Ruud van Ommeren... EUR 27,500 Management Board The current members of the Management Board will continue to be the only members of the Management Board following settlement. The members of the Management Board are not entitled to any success fee upon the Offer being declared unconditional. In the event that the Offer would be declared unconditional, the long-term bonus scheme in respect of the members of the Management Board cannot be applied any further. The Supervisory Board has therefore, based on the results and prospects of the Company, to the best of its ability set the long-term bonus for Mr. Ab Pasman at EUR 1,000,000 and for Mr. Arjan Kaaks and Mr. Rob Snel each at EUR 600,000. These long-term bonuses will be due and payable on the day following the day on which the Offer has been declared unconditional. In the unforeseen event that the employment agreement of any member of the Management Board would be terminated (i) by the Offeror or (ii) by the relevant member of the Management Board as a result of changed employment circumstances during a period of three months following the Settlement Date, and in addition to the normal compensation (including short-term bonus), such member of the Management Board would be entitled to the following compensation to be calculated from the effective date of termination: Mr. Ab Pasman: an amount equal to the fixed annual salary (approximately EUR 390,000 in 2006) together with pension contributions (EUR 26,488 in 2006) adjusted in accordance with the Grolsch collective labour agreement until 1 June 2012. Mr. Arjan Kaaks: an amount equal to two times his annual salary (approximately EUR 260,000 in 2006) and, in addition, a maximum of one year insurance cover payable by the Company, the costs of which are estimated at no more than EUR 15,000. Mr. Rob Snel: an amount equal to the fixed annual salary (approximately EUR 260,000 in 2006) together with pension contributions (EUR 20,228 in 2006) adjusted in accordance with the Grolsch collective labour agreement until 1 June 2012. SABMiller was informed by Grolsch of the existing compensation agreements described above before the commencement of negotiations between SABMiller and Grolsch that resulted in the Offer, and has advised Grolsch that it will respect such agreements. 18
4.9 Announcements Any further announcements declaring whether the Offer is declared unconditional (gestand wordt gedaan) and announcements in relation to an extension of the Acceptance Period will be issued by press release and will be published in at least Het Financieele Dagblad, NRC Handelsblad or another nationally circulated newspaper and the Daily Official List (Officiële Prijscourant), as appropriate. Subject to any applicable requirements of the Decree and other applicable laws and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above. 4.10 Envisaged timetable Expected date and time Event 7 January 2008... Publication of the advertisement announcing the availability of the Offer Memorandum and the Position Statement as from 7 January 2008 and the Offer 09:00 hours, Amsterdam time, 8 January 2008... CommencementoftheAcceptance Period, in accordance with Article 15 of the Decree 14:00 hours, Amsterdam time, 28 January 2008... ExtraordinaryGeneralMeeting of Shareholders in which among other matters (see the Position Statement Section 7) the Offer will be discussed in accordance with the provisions of Article 18, paragraph 1 of the Decree 15:00 hours, Amsterdam time, 5 February 2008, unless extended... Within three Business Days following the Acceptance Closing Date... No later than on the third Business Day following the Unconditional Date... No later than five Business Days after the Unconditional Date... Acceptance Closing Date Deadline for Shareholders wishing to tender Shares, unless extended in accordance with Article 15, paragraph 2 of the Decree and the provisions of this Offer Memorandum Unconditional Date The date on which the Offeror shall publicly announce whether the Offer is declared unconditional (gestand wordt gedaan) in accordance with Article 16, paragraph 1 of the Decree Post-acceptance period The Offeror may announce a post-acceptance period (naaanmeldingstermijn) for the Offer for a maximum period of two weeks. During a post-acceptance period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions as set out in this Offer Memorandum all in accordance with Article 17 of the Decree. Settlement Date The date on which, in accordance with the terms and conditions of the Offer, the Offeror shall pay the Offer Price per Share to the Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) their Shares under the Offer 19
5. INVITATION TO THE SHAREHOLDERS The Shareholders are advised to review this Offer Memorandum (including all documents incorporated by reference herein) and in particular Section 1 (Restrictions and important information) thoroughly and completely and to seek independent advice where appropriate in order to reach a balanced judgment with respect to the Offer and the contents of this Offer Memorandum. With due reference to all statements, terms, conditions and restrictions included in this Offer Memorandum, Shareholders are hereby invited to tender their Shares under the Offer in the manner and subject to the terms and conditions set out below. 5.1 Offer Price For each Share tendered under the terms and subject to the conditions and restrictions of the Offer, the Offeror offers the Offer Price of EUR 48.25 in cash, which includes any dividend or other distribution on the Shares that may be declared prior to the Settlement Date and, consequently, the Offer Price will be decreased by the amount of such declaration of dividend or other distribution, if any, prior to the Settlement Date. 5.2 Acceptance by Shareholders To the extent permitted by applicable law, the Offeror reserves the right to accept any Shares tendered for acceptance, even if it has not been effected in the manner as set out in this Section 5.2 (Acceptance by Shareholders). 5.2.1 Acceptance by the holders of Listed Depositary Receipts via an Admitted Institution Holders of Listed Depositary Receipts which Listed Depositary Receipts are held through an Admitted Institution are requested to make their acceptance known via their bank or stockbroker no later than 15:00 hours, Amsterdam time on 5 February 2008, unless the Acceptance Period is extended in accordance with Section 5.7 (Extension). The relevant bank or stockbroker may set an earlier deadline for communication by holders of such Listed Depositary Receipts in order to permit the bank or stockbroker to communicate their acceptance to the Exchange Agent in a timely manner. The Admitted Institutions may tender Listed Depositary Receipts for acceptance only to the Exchange Agent and only in writing. In submitting the acceptance, the Admitted Institutions are required to declare that (i) they have the tendered Listed Depositary Receipts in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Listed Depositary Receipts tendered by him are being tendered in compliance with the restrictions as set out in Section 1 (Restrictions and important information) and (iii) they undertake to transfer these Listed Depositary Receipts to the Offeror on the Settlement Date, provided the Offer has been declared unconditional (gestand is gedaan). Subject to Article 15, paragraph 3 of the Decree, the tendering of Shares in acceptance of the Offer shall constitute irrevocable instructions to block any attempt to transfer the Shares tendered, so that on or prior to the Settlement Date no transfer of such Shares may be effected (other than to the Exchange Agent on or prior to the Settlement Date if the Offer has been declared unconditional (gestand is gedaan) and the Shares have been accepted for purchase) and to debit the securities account in which such Shares are held on the Settlement Date in respect of all of the Shares tendered against payment by the Exchange Agent of the Offer Price, in respect of those Shares. 5.2.2 Acceptance by holders of Remaining Shares Holders of Remaining Shares who wish to accept the Offer in respect of such Remaining Shares must deliver a completed and signed acceptance form to the Exchange Agent. In accordance with the terms and conditions of the Offer, the acceptance forms must be received by the Exchange Agent, not later than 15:00 hours, Amsterdam time on 5 February 2008, being the Acceptance Closing Date. The acceptance forms are available upon request from Grolsch (Attn. Investor Relations, P.O. Box 55, 7500 AB, Enschede, the Netherlands, fax: +31 (0) 53 483 3114, email: publicrelations@grolsch.nl) and the Exchange Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Remaining Shares referenced therein. Any form of acceptance received in an envelope postmarked in the U.S., Australia, Canada or Japan or otherwise appearing to have been sent from the U.S., Australia, Canada or Japan may be rejected as an invalid acceptance of the Offer. 20